Nightingale Announces Refinancing of Senior Debt and Issuance of Convertible Debenture
31 Mar, 2016, 18:04 ET
MARKHAM, ON, March 31, 2016 /CNW/ - Nightingale Informatix Corporation (TSX-V: NGH) ("Nightingale" or the "Company"), a cloud-based provider of electronic health record (EHR) software and related services, announced today it has it has completed the refinancing of the Company's existing senior loan facility (the "Refinancing"), pursuant to which an arm's length institutional lender (the "Lender") has provided a non-revolving secured loan in the amount of $6,000,000 to the Company (the "Facility"). The Facility replaces the existing senior term loan that was held by entities associated with a former director who holds approximately 29.6% of the common shares of the Company.
The Facility is governed by the terms of a loan agreement between the Company and the Lender, secured against the assets of the Company and its subsidiaries, bears interest at a rate of Bank of Montreal Prime plus 10.8% and carries a commitment fee of 2.3% of the Facility. The Facility may be pre-paid without penalty provided that certain conditions are satisfied and matures on December 31, 2016.
In connection with the Refinancing, the Company has also issued to the Lender, on a non-brokered private placement basis (the "Private Placement"), a 10% Series C-2 secured subordinated convertible debenture (the "Debenture") in the aggregate principal amount of $1 million, which is governed by the existing indenture between the Company and Equity Financial Trust Company, as trustee, and which has the same terms as the currently outstanding 10% Series C secured subordinated convertible debentures of the Company, including a maturity date of September 30, 2016.
The Facility and the Private Placement remain subject to the final approval of the TSX Venture Exchange. In addition, the Debentures and the common shares of the Company issuable upon the conversion or redemption thereof are subject to a hold period expiring on August 1, 2016.
For more than a decade, Nightingale (TSX-V: NGH) has been delivering innovative cloud-based Electronic Health Record (EHR) and Practice Management solutions to healthcare organizations across Canada. Our goal is to uncomplicate the day-to-day challenges of healthcare providers. We achieve this by creating software that is truly intuitive—minimizing training and maximizing adoption. We believe so strongly in building easy-to-use software that we structured our entire product team around user-centric design. Our clients are benefiting from this focus through a well-supported and robust solution that presents a holistic view of a person's well-being in a simple, clean interface, so that the best health decisions can be made. Nightingale - One Patient. One Record, www.nightingalemd.com.
Forward Looking Statement
This press release may contain "forward-looking statements" within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect",, "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may "could", "would", "might", "occur" or "be achieved'. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nightingale to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the ability of Nightingale to service the interest and to repay the principal on its debt and risks of default thereunder including but not limited to the Facility and the Debenture; risks associated with obtaining the required final approval of the Exchange for the Facility and the Private Placement and other approvals related to its debt; risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale's control; the ability of Nightingale to successfully secure customer contracts and the timing of securing such contracts; the ability of Nightingale to successfully develop and market the V10 platform; Nightingale's future access to debt and capital facilities; the existence of present and possible future government regulation; the significant competition that exists in the medical software industry; the early stage of Nightingale's business, and risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding. All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding future trends in healthcare spending, economic conditions affecting Nightingale and North American economies; Nightingale's ability to continue to fund its business, rates of customer defaults, relationships with, and payments to lenders, as well as Nightingale's operating cost structure.
Although Nightingale has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Nightingale does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. Further information, including a description of the risk factors affecting the Company, on Nightingale Informatix Corporation is available in the Company's management's discussion and analysis for 2015 and other continuous disclosure documents filed on www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Nightingale Informatix Corporation
For further information: David Toews, CFO, Nightingale Informatix Corporation, Tel: 905-943-2600, [email protected]; Sam Chebib, CEO, Nightingale Informatix Corporation Tel: 905-943-2611, [email protected]
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